Tips for the Board Facing Recall

We asked our attorneys to develop a list of practical tips for boards who are facing a recall vote. This list is not intended to cover the “legalities” of a recall meeting as much as it is to offer worthwhile and practical suggestions for a smooth running meeting and vote.

Have legal counsel review your governing documents prior to calling a special meeting to make sure owners have properly petitioned for the recall meeting and it is called in accordance with the document requirements.

Review the recall petition carefully. Determine whether the entire board is being recalled or only certain board members. The Notice of Meeting should be very clear as to whom is being recalled as well as the specific purpose of the meeting.

When calling the meeting, be very specific regarding the use and form of proxies including whether faxed or emailed proxies are acceptable, and which one takes precedent if multiple proxies are received.

If you are not allowing delinquent owners to vote (assuming your documents so provide), this should be made very clear in the Notice of Meeting. Also, consider establishing a cut off date for owners to be current. At the meeting, have an accurate and quick method for verifying account balances.

Develop a standard message for owners who aren’t allowed to vote because of delinquency.

Consider meeting with the “other side” prior to the recall meeting to discuss who will chair the meeting, the agenda and order, the process, format of the ballots, proxies, etc.

If the entire board is being recalled determine whether to list each name separately or simply state “board of directors” on the ballot. This is often a tactical decision determined by an assessment of who may or may not be recalled. Whichever route you choose have counsel review and approve the ballot.

Allow at least an hour for check-in and counting proxies and have a system in place for conducting the check-in and proxy verification process.

Have rules of conduct in place, including time limits on speaking. Follow your association’s policy on conduct of meetings per SB 100. And bring a timer.

Do not attempt to prevent disgruntled owners from speaking. It may be a good idea to let them speak first to allow the board to rspond to owner complaints and concerns.

Focus on facts and not opinions or personalities when responding to allegations and complaints. Consider bringing documentation to support your position.

Have a fair and impartial system in place ahead of time for counting votes and allow observers from each side to witness the count.

Accept the results of the vote. The members have spoken. Make peace with the opposition and be the leader you are. You never know when you might be serving on the board again.

Have a plan in place if the meeting gets out of control or there is a breach of the peace.

We asked our attorneys to develop a list of practical tips for boards who are facing a recall vote. This list is not intended to cover the “legalities” of a recall meeting as much as it is to offer worthwhile and practical suggestions for a smooth running meeting and vote.

Have legal counsel review your governing documents prior to calling a special meeting to make sure owners have properly petitioned for the recall meeting and it is called in accordance with the document requirements.

Review the recall petition carefully. Determine whether the entire board is being recalled or only certain board members. The Notice of Meeting should be very clear as to whom is being recalled as well as the specific purpose of the meeting.

When calling the meeting, be very specific regarding the use and form of proxies including whether faxed or emailed proxies are acceptable, and which one takes precedent if multiple proxies are received.

If you are not allowing delinquent owners to vote (assuming your documents so provide), this should be made very clear in the Notice of Meeting. Also, consider establishing a cut off date for owners to be current. At the meeting, have an accurate and quick method for verifying account balances.

Develop a standard message for owners who aren’t allowed to vote because of delinquency.

Consider meeting with the “other side” prior to the recall meeting to discuss who will chair the meeting, the agenda and order, the process, format of the ballots, proxies, etc.

If the entire board is being recalled determine whether to list each name separately or simply state “board of directors” on the ballot. This is often a tactical decision determined by an assessment of who may or may not be recalled. Whichever route you choose have counsel review and approve the ballot.

Allow at least an hour for check-in and counting proxies and have a system in place for conducting the check-in and proxy verification process.

Have rules of conduct in place, including time limits on speaking. Follow your association’s policy on conduct of meetings per SB 100. And bring a timer.

Do not attempt to prevent disgruntled owners from speaking. It may be a good idea to let them speak first to allow the board to rspond to owner complaints and concerns.

Focus on facts and not opinions or personalities when responding to allegations and complaints. Consider bringing documentation to support your position.

Have a fair and impartial system in place ahead of time for counting votes and allow observers from each side to witness the count.

Accept the results of the vote. The members have spoken. Make peace with the opposition and be the leader you are. You never know when you might be serving on the board again.

Have a plan in place if the meeting gets out of control or there is a breach of the peace.